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EXHIBIT 10.36
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NORWEST BANK IOWA,
NATIONAL ASSOCIATION ARBITRATION AGREEMENT
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Norwest Bank Iowa, Patient Infosystems, Inc.
National Association 00 Xxxxxx Xxxxxx
000 Xxxxxx Xxxxxx, X.X. Xxx 000 Xxxxxxxxx, XX 00000
Xxx Xxxxxx, Xxxx 00000-0000 (the "Borrower")
(the "Bank")
December 23, 1999
1. AGREEMENT TO ARBITRATE. The Bank and Borrower agree to submit to binding
arbitration by the American Arbitration Association (the "AAA") of all claims,
disputes and controversies (whether in tort, contract, or otherwise, except
"core proceedings" under the U.S. Bankruptcy Code) arising between themselves
and their respective employees, officers, directors, attorneys and other agents,
which relate in any way without limitation to existing and future loans and
extensions of credit or requests for additional credit including by way of
example but not by way of limitation the negotiation, collateralization,
administration, repayment, modification, default, termination and enforcement of
such loans or extensions of credit.
2. RULES GOVERNING ARBITRATION. Arbitration under this Agreement will be
governed by the Federal Arbitration Act and proceed in Des Moines, Iowa in
accordance with AAA Rules.
3. SELECTION OF ARBITRATOR. Arbitration will be conducted before a single
neutral arbitrator selected in accordance with AAA Rules and who shall be an
attorney who has practiced commercial law for at least ten years.
4. STATUTES OF LIMITATION AND PROCEDURAL ISSUES. The arbitrator will determine
whether an issue is arbitratable and will give effect to applicable statutes of
limitation. Judgment upon the arbitrator's award may be entered in any court
having jurisdiction. The arbitrator has the discretion to decide, upon documents
only or with a hearing, any motion to dismiss for failure to state a claim or
any motion for summary judgment. The institution and maintenance of an action
for judicial relief or for any provisional or ancillary remedy shall not
constitute a waiver of the right of any party, including the plaintiff, to
submit the controversy or claim to arbitration if any other party contests such
action for judicial relief.
5. DISCOVERY. Discovery will be governed by the Iowa Rules of Civil Procedure.
Discovery must be completed at least 20 days before the hearing date and within
180 days of the commencement of arbitration. Each request for an extension and
all other discovery disputes will be determined by the arbitrator upon a showing
that the request is essential for the party's presentation and that no
alternative means for obtaining information are available during the initial
discovery period.
6. EXCEPTIONS TO ARBITRATION. This Agreement does not limit the right of either
party to a) foreclose against real or personal property collateral; b) exercise
self-help remedies such as setoff or repossession; c) obtain provisional
remedies such as replevin, injunctive relief, attachment or the appointment of a
receiver during the pendency or before or after any arbitration proceeding; or
d) obtain a cognovit judgment, if available. These exceptions do not constitute
a waiver of the right or obligation of either party to submit any dispute to
arbitration, including those arising from the exercise of these remedies.
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7. Arbitration Costs and Fees. The arbitrator will award costs and expenses in
accordance with the provisions of the documents evidencing each loan or
extension of credit.
NORWEST BANK IOWA,
NATIONAL ASSOCIATION PATIENT INFOSYSTEMS, INC.
By: /s/Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxxx, Vice President
